Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Note 2 - Acquisitions

On August 20, 2021, the Company completed the acquisition of the assets of iMS, a manufacturer of industrial robotics and automation solutions, with annual sales of approximately $6.0 million. iMS is headquartered in Norton Shores, Michigan. The purchase price for this acquisition was $7.7 million. In addition, the seller has the opportunity to earn $3.0 million of contingent performance-based consideration between January 1, 2022 and June 30, 2024. This additional component will be accounted for as compensation expense over that period because the payment is contingent in part upon the continued employment of a former owner of the business. Based on markets and customers served, results for iMS are primarily reported in the Process Industries segment.

On November 30, 2020, the Company completed the acquisition of the assets of Aurora. With annual sales of approximately $30 million, Aurora serves a diverse range of industrial sectors, including aerospace and defense, racing, off-highway equipment and packaging. Aurora is headquartered in Montgomery, Illinois. The total purchase price for this acquisition was $17.1 million, including a post-closing net working capital adjustment. Based on markets and customers served, results for Aurora are reported in both the Mobile Industries segment and the Process Industries segment.

The purchase price allocations at fair value, net of cash acquired, for 2021 and 2020 acquisitions as of December 31, 2021 and 2020 are presented below:

	2021		2020
Assets:
Accounts receivable	$	0.2	$	2.7
Inventories	1.1		16.9
Other current assets	—		0.1
Property, plant and equipment	0.6		10.9
Operating lease assets	0.2		—
Goodwill	5.4		—
Other intangible assets	2.2		—
Total assets acquired	$	9.7	$	30.6
Liabilities:
Accounts payable, trade	$	0.3	$	0.8
Other current liabilities	—		0.5
Accrued postretirement liability	1.5		—
Long-term operating lease liabilities	0.2		—
Total liabilities assumed	$	2.0	$	1.3
Net assets acquired	$	7.7	$	29.3
Cash flow reconciling items:
Working capital adjustment related to 2019 acquisitions paid in 2020	—		6.7
Working capital adjustment related to 2020 acquisition received in 2021	(0.2)		—
Bargain purchase price gain	—		(12.0)
Cash paid for acquisitions, net of cash acquired	$	7.5	$	24.0

As a result of applying the accounting rules on business combinations, the Company recognized a bargain purchase price gain of $11.1 million in 2020 on the acquisition of Aurora. In April 2021, the Company received $0.2 million for a working capital adjustment to the purchase price for Aurora in accordance with the purchase agreement. This adjustment, as well as other measurement period adjustments recorded in 2021, resulted in an additional purchase price gain of $0.9 million recognized in 2021. The Company believes it was able to negotiate a bargain purchase price for the business due to some historic operational performance challenges, as well as the seller’s desire to exit the business in an expedited manner in an exclusive process with the Company.

In April 2020, the Company paid $6.7 million for a working capital adjustment to the purchase price for BEKA Lubrication ("BEKA") in accordance with the purchase agreement. This adjustment, as well as other measurement period adjustments recorded in 2020, resulted in an $8.4 million increase to goodwill.

Note 2 - Acquisitions (continued)

The amounts for 2021 in the table above represent the preliminary purchase price allocations for iMS. These purchase price allocations, including the residual amount allocated to goodwill, is based on preliminary information and is subject to change as additional information concerning final asset and liability valuations are obtained. As of December 31, 2021, the purchase price allocation for iMS is preliminary as it relates to certain working capital items, including the valuation of inventory and deferred revenue. During the measurement period for this acquisition, the Company will adjust assets and liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities as of that date. The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the acquisition date.

No intangible assets were acquired in 2020. The following table summarizes the purchase price allocation at fair value for identifiable intangible assets acquired in 2021:

	2021
			Weighted- Average Life
Technology and know-how	$	1.5	19 years
Customer Relationships	0.5		2 years
Non-Competes	0.2		5 years
Total intangible assets	$	2.2